United states securities and exchange commission

1.02      Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)      The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Constituent Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)      In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “to” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c)      Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03      Accounting Terms .

(a)      Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for the Fiscal Year ended December 31, 2016, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on financial liabilities shall be disregarded.

(b)      Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good

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faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases (including leases entered into or renewed after the Closing Date) shall be classified and accounted for (and the interest component thereof calculated) on a basis consistent with that reflected in the audited financial statements for the Fiscal Year ended December 31, 2016 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)      Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

1.04      Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05      [Reserved].

1.06      [Reserved].

1.07      Times of Day; Rates.

(a)      Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

(b)      The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

ARTICLE II.     
THE COMMITMENTS AND BORROWINGS

2.01      The Loans.

(a)      Subject to the terms and conditions set forth in Section 4.01 hereof, each Initial Lender severally agrees to make to the Borrower on the Closing Date (i) Loans (the “ Initial A Loans ”) denominated in Dollars in an aggregate principal amount not to exceed the amount listed opposite such Lender’s name on Schedule 2.01 hereto under the heading “Initial A Loan Commitment” and (ii) Loans (the “ Initial B Loans ”) denominated in Dollars in an aggregate principal amount not to exceed the amount listed opposite

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such Lender’s name on Schedule 2.01 hereto under the heading “Initial B Loan Commitment”. Amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed.

(b)     Upon the satisfaction or waiver of the conditions precedent specified in Section 4.02, and, if applicable, the Delayed Draw Escrow Agreement, each Lender with a Delayed Draw Commitment severally agrees to make a loan (the “ Delayed Draw Loan ”) to the Borrower, and the Borrower hereby directs each Lender to pay to the Delayed Draw Escrow Agent, in Dollars, an aggregate principal amount equal to the amount listed opposite such Lender’s name on Schedule 2.01 hereto under the heading “Delayed Draw Commitment”. The Borrower may only make one Borrowing under the Delayed Draw Commitment, which shall be advanced on any Business Day during the period from the Business Day immediately following the Closing Date until the Delayed Draw Commitment Expiration Date (the “ Delayed Draw Availability Period ”). Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Borrowing of the Delayed Draw Loan shall be in an aggregate principal amount equal to the full undrawn portion of the Delayed Draw Commitment. Upon the Borrowing of the Delayed Draw Loan, the Delayed Draw Commitment of each Lender shall be permanently reduced by the amount so funded by such Lender, and upon the Delayed Draw Commitment Expiration Date the Delayed Draw Commitments of all Lenders shall be reduced to zero.

2.02      Borrowings of Loans.

(a)      Each Borrowing shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by a Committed Loan Notice. Each such notice must be received by the Administrative Agent not later than (i) the Closing Date, in respect of the Initial Loans and (ii) 1:00 p.m. ten (10) Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) prior to the requested date of the Borrowing of the Delayed Draw Loan.

(b)      Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than (i) 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice so long as such Committed Loan Notice was received prior to the Business Day specified for such Borrowing in such Committed Loan Notice:

(i)      In respect of the Initial Loans to be borrowed on the Closing Date, upon satisfaction of the applicable conditions set forth in Section 4.01 , the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(ii)      In respect of the Delayed Draw Loan, upon the satisfaction or waiver of the conditions set forth in Section 4.02 and, if applicable, the Delayed Draw Escrow Agreement, the Administrative Agent shall make the proceeds of the Delayed Draw Loan available to the Delayed Draw Escrow Agent on the Business Day specified in the applicable Committed Loan Notice (the “ Delayed Draw Funding Date ”) by causing an amount of Same Day Funds in Dollars to be deposited in the Delayed Draw Escrow Account. From time to time following the Delayed Draw Funding Date, subject to the terms and conditions, if any, contained in the Delayed Draw Escrow Agreement,

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the Borrower may withdraw amounts from the Delayed Draw Escrow Account from time to time only for the purposes specified in Section 5.13 .

2.03      [Reserved].

2.04      [Reserved].

2.05      Prepayments.

(a)      Optional .

(i)      The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium (except as set forth in Section 2.17) or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days prior to any date of prepayment the Loans; and (ii) any prepayment of the Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment made pursuant to this Section 2.05(a) shall be applied (i) first to the outstanding principal amount of the Initial B Loans as of such date and (ii) thereafter , pro rata to the outstanding principal of the Initial A Loans and the Delayed Draw Loan (if any), as of such date and payment shall be made to the appropriate Lenders in accordance with their respective Pro Rata Share as of such date.

(ii) Notwithstanding anything to the contrary, no prepayment of Loans shall be made pursuant to this Section 2.05(a) , if such prepayment is prohibited by the Intercreditor Agreement.

(b)      Mandatory .

(i)      Subject to Subsection 2.05(b)(vi) , in the event, and on each occasion, that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clause (b) of the definition of the term “Prepayment Event”, on or before the next succeeding Business Day following the occurrence of such Prepayment Event), prepay the Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds (such mandatory prepayments to be applied as set forth in clause (ii) below); provided that, in the case of any event described in clause (a) of the definition of the term “ Prepayment Event ”, so long as no Default shall have occurred and be continuing and notice of the intent to utilize the reinvestment provisions of this proviso is provided to the Administrative Agent prior to the date such prepayment would otherwise be required to be made, if the Borrower and/or any of its Subsidiaries invests (or commits to invest) the Net Cash Proceeds from such event (or a portion thereof) within 365 days after receipt of such Net Cash Proceeds in assets used or useful in the business of the Borrower and its Subsidiaries, then no prepayment shall be required pursuant

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to this paragraph in respect of such Net Cash Proceeds from such Prepayment Event (or the applicable portion of such Net Cash Proceeds, if applicable, with any balance required to be utilized to prepay the Loans in accordance with this provision) except to the extent of any such Net Cash Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 365-day period (or if committed to be so invested within such 365-day period, have not been so invested within 18 months after the date of receipt of such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so invested.

(ii)      Unless otherwise agreed to by the Lenders (including pursuant to the Intercreditor Agreement), each prepayment of the Loans pursuant to Section 2.05(b)(i) shall be applied ratably (1) first to the outstanding principal amount of the Initial B Loans as of such date, (2) second, pro rata to the outstanding principal of the Initial A Loans and the Delayed Draw Loan (if any), as of such date and payment shall be made to the appropriate Lenders in accordance with their respective Pro Rata Share as of such date, and (3) thereafter the amount, if any, remaining after the repayment in full of the Loans may be retained by the Borrower for use in the ordinary course of its business.

(iii)      The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. Except as provided in Section 2.17 , each mandatory prepayment of Loans shall be without premium or penalty. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment. Each Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “ Declined Proceeds ”) of Loans required to be made pursuant to clause (b)(i) of this Section 2.05(b) by providing written notice (each, a “ Rejection Notice ”) to the Administrative Agent and the Borrower no later than 5:00 p.m., New York time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds remaining shall be retained by the Borrower (or the applicable Restricted Subsidiary) and may be applied by the Borrower or such Restricted Subsidiary in any manner not prohibited by this Agreement.

(iv)      All prepayments under this Section 2.05 shall be accompanied by all accrued and unpaid interest thereon.

(v)      Notwithstanding anything to the contrary contained in any other provision of this Section 2.05(b) , to the extent any mandatory prepayment required pursuant to Section 2.05(b)(i) (without giving effect to this Section 2.05(b)(v) ) is attributable to a Prepayment Event by a Foreign Subsidiary of the Borrower or an Excluded Domestic Subsidiary, no such prepayment (or a portion thereof) shall be required to be made if either (A) such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) shall, at the time it is required to be made, be prohibited

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by applicable Requirement of Law (including by reason of financial assistance, corporate benefit, restrictions on upstreaming or transfer of cash intra group and the fiduciary and statutory duties of the directors of relevant Subsidiaries), provided that the Borrower and its Subsidiaries shall make commercially reasonable efforts with respect to such Requirement of Law to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) in accordance therewith (it being understood that such efforts shall not require (x) any expenditure in excess of a nominal amount of funds or (y) modifications to the organizational or tax structure of the Borrower and its Subsidiaries to permit such prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment)), or (B) a Restricted Payment or other distribution is reasonably necessary (notwithstanding the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment or other distribution) in connection with such prepayment (or portion thereof) and the Borrower determines in good faith that the Borrower or any Subsidiary would incur a material liability in respect of Taxes (including any withholding tax) in connection with making such Restricted Payment or other distribution (outside of any taxes applicable to such Prepayment Event that both (x) are deducted in calculating the Net Cash Proceeds thereof and (y) would be incurred even if no such Restricted Payment or other distribution were made). Notwithstanding anything in the preceding sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any prepayment (or portion thereof, or dividend or distribution to facilitate such prepayment) required under Section 2.05(b)(i) , the Borrower shall make such prepayment in an amount equal to the lesser of (x) the amount of such prepayment previously required to have been made without having given effect to such limitations or restrictions and (y) the amount of cash and Cash Equivalents on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the Prepayment Event were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto).

(vi)    Notwithstanding anything to the contrary, no prepayment of Loans shall be required pursuant to this Section 2.05(b) , (x) if such prepayment is prohibited by the Intercreditor Agreement or (y) prior to the “Discharge of First Priority Obligations” (as defined in the Intercreditor Agreement) if such amounts are applied to prepay the “First Priority Obligations” (as defined in the Intercreditor Agreement), as required by the First Lien Credit Agreement.

2.06      Termination or Reduction of Commitments .

(a)      The Initial Loan Commitment of each Lender on the Closing Date shall be automatically and permanently reduced to $0 upon the making of such Lender’s Initial Loans to the Borrower pursuant to Section 2.01(a)(ii) .

(b)      The Borrower shall have the right at any time and from time to time, upon three (3) Business Days’ prior written notice to the Administrative Agent, (or such shorter period of time agreed to by the Administrative Agent in its sole discretion), to terminate the Delayed Draw Commitments in whole or in part, without premium or penalty. Any partial termination of the Delayed Draw Commitments shall be (i) in an amount not less than $1,000,000 and (ii) allocated ratably among the Lenders with a Delayed Draw Commitment at such time. Any termination of the Delayed Draw Commitments pursuant to this Section 2.06(b) shall be permanent, and the Delayed Draw Commitments so terminated may not be reinstated.

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2.07      Repayment of Loans .

The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Loans made to the Borrower outstanding on such date.

2.08      Interest .

(a)      The Initial Loans (other than the Redemption Amount) shall bear upfront interest in an amount equal to 2.00% of the aggregate principal amount thereof, such upfront interest to be due and payable on the Closing Date.

(b)      The Delayed Draw Loan shall bear upfront interest in an amount equal to 1.50% of the aggregate principal amount thereof, such upfront interest to be due and payable on the Delayed Draw Funding Date.

(c)      The Delayed Draw Commitments shall bear upfront interest in an amount equal to 0.50% of the aggregate undrawn principal amount thereof, such upfront interest to be due and payable on the Closing Date.

(d)      Subject to the provisions of subsection (d) below, each Initial Loan and the Delayed Draw Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date (which, for the avoidance of doubt, for the Delayed Draw Loan shall be the Delayed Draw Funding Date) at a rate per annum equal to the Applicable Rate.

(e)      (f)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest equal to the Default Rate to the fullest extent permitted by applicable Requirements of Law.

(i)      If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at the Default Rate to the fullest extent permitted by applicable Requirements of Law.

(ii)      Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses 2.08(b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at the Default Rate to the fullest extent permitted by applicable Requirements of Law.

(iii)      Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(g)      Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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